Kilka refleksji związanych z zakończeniem konferencji
6 listopada 2024
Contracts form
General principle of contracts in Poland is that, if legal rules do not require a specific form for contract, it can be done in any way - even by email or orally.
Freedom of form
General principle of contracts in Poland is that if legal rules do not require a specific form for contract (or other act in law such as termination of a contract), it can be done in any way.
It means that you can do so orally, by email or even by every conduct that shows that you are interested in making an agreement.
A requirement of certain form may derive from a statute but can be established by parties in a contract. The parties are also free to determine the consequences if a form agreed by them is not met.
General rules of form can be found in the civil code.
Types of form
Polish law enlists several specific forms that are required to make certain types of contracts (like selling a real estate, purchasing shares in limited liability company or transferring copyright). The most important are:
- Written form – to make agreement in this manner you must sign the document with your statement. A document substance does not have to be written by hand it can be printed or scanned. The only element that must be hand-written is a signature. The hand-written signature may be replaced by a certificated electronic signature (in Polish: kwalifikowany podpis elektroniczny). It is called an electronic form.
- Documental form – a statement is made in the form of document that on any data carrier (for instance email, sms, audio or video recording) if only makes identifying a person that declares possible.
- Notarised signature – a from in which parties’ signatures are made between a notary public (in Polish: notariusz) an official responsible for preparing certain types of documents and ensuring that they comply with law. To make a contract in this form you must visit a notarial office and pay a fee.
- Notarial deed – a form in which an entire document is created by a notary public. To make a notarial deed you must visit a notarial office and pay a fee.
What is important, the more “severe” legal form can always supersede the less meaningful. In consequence if a statute requires written form, you can achieve the same result by notarised signature or notarial deed. If a notarised signature is needed, you can also make a contract in a notarial deed form.
Consequences of lack of form
Lack of correct form may lead to negative legal consequences. The Polish legal system provides three types of them:
- Evidential consequence – you cannot use a proof from witnesses or parties’ explanation for the fact of making a contract (with certain exceptions). This is the basic consequence if a written, electronic or documental form is required (if a statute or contract do not provide other consequences).
- Specific legal effects – the consequences of lack of form are determined in a statute or a contract.
- Pain of nullity – a contract does not bring legal effects. There is a rule that if a statute or contract require a specific form (other than a written, electronic or documental form), lack of this form will make a contract null and void.
